Terms & Conditions - LottaRewards Affiliate Program

This affiliate agreement (the “Agreement”) sets out the complete Terms and Conditions between MRGO Marketing Ltd, Cyprus (Company Registration Number: HE317906), trading as LottaRewards, whose principal place of business is situated at 3rd Floor Methonis Tower, 73 Archbishop Makarios Ave, 2082, Nicosia, Cyprus ("MRGO"), and You, regarding your application to participate and participation as an affiliate (an "Affiliate") in the MRGO affiliate program (the “Affiliate Program”).

Where used in this Agreement, references to: (a) "You" "Your" and/or "Affiliate" mean the individual or entity which applied as the "Member" on our application form as submitted at our Website ("Affiliate Application Form"), (b) "We", "Our", "Us" means MRGO Marketing Ltd (“MRGO” as stated hereinabove); and “Merchant” means any entity or brand that utilises the Affiliate Program to market and promote its products and/ or services through Members.

It is important that you read and understand this Agreement. By completing an application to join the Affiliate Program you are – subject to MRGO’s approval of your application – agreeing to the Terms and Conditions of this Agreement. If you do not agree to the following Terms and Conditions (or are not authorised to do so) you should discontinue your application. Affiliates must accept these Terms and Conditions in order to become a Member.

This Agreement replaces all previous Terms and Conditions relating to the Affiliate Program or any previous affiliate program offered by MRGO or any Group Company (as defined below). You agree that this Agreement modifies, replaces and supersedes all previous agreements you have had with MRGO or any Group Company.

These Terms & Conditions govern the relationship between members of the affiliate program, the affiliate program itself and MRGO Products and/or Services.

Definitions:

"banner" means any banner, picture or button placed (either by MRGO or the Member) on the Member's website or other sites through which the Member markets and promotes the Merchant’s products and/ or services and through which any visitor to the such website may access the products and/ or service represented by clicking on such banner, picture or button;

“Business day” means any day (excluding Saturdays and Sundays) which is not an official public holiday in Cyprus;

“Confidential Information” means all information in any form relating to a party (and any Group Company in the case of MRGO) (the “Disclosing Party”) that is directly or indirectly disclosed to the other party (the “Receiving Party”), including any personal data and/or customer data, by any of the Disclosing Party’s employees, professional advisers or contractors before or after the Commencement Date;

“Commission” shall mean a payment to a Member who has fulfilled his obligations under this Agreement, details of which are more fully set out at Commission T&C;

“Group Company” shall include, but is not limited to, Play UK Internet N.V., with registration number 95091, whose registered address is Emancipatie Boulevard 29, Curacao, Netherlands Antilles and includes, without limitation, any entity in which Play UK Internet NV has a direct or indirect interest;

“Intellectual Property”includes, without limitation, the software, software code, architecture of software, look and feel of software, database rights, inventions, designs, processes, formulae, notations, improvements, know-how, goodwill, reputation, logos, devices, marks, charts, plans, models, mask designs, and graphic displays, photographs, digital and other artworks, sequences of digital or photographic images both coded and visual, sounds however stored or played, all other copyright works and any copyright, all present and future rights, as well as patents of any type, design rights, registered designs, unregistered designs, utility models or other similar invention rights, copyrights and related rights, mask work rights, rights in confidential information (including know-how and trade secrets), trademarks, trade names, domain names and service marks and any other intangible property rights, rights to inventions, moral rights, rights in goodwill or to sue for passing off, technical information and/or similar rights throughout the world, including applications and registrations for any of the foregoing, in any country, arising under statutory or common law or by contract and whether or not perfected, now existing or hereafter filed, issued, or acquired;

“Intellectual Property Rights” or “IPR” means rights in and to the Intellectual Property;

"Member" and/or “Affiliate” means any member of the MRGO Affiliate Program;

"Member's websites" means the websites operated by a member of the Affiliate Program;

“Parties” means the parties to this Agreement;

"referrals" means when a visitor accesses the represented product or service through use of a tracking link linked to the Affiliate’s unique tracking code (“Tracking Link”) or otherwise indicates their access by way of initial information clearly and indisputably obtained from the Member;

“Sub-Affiliate" means any person or legal entity that joins the Affiliate Program through an existing Member's unique tracking code as a regular affiliate, and in respect of which we shall pay the referring Member a commission as more fully set out herein below;

"the program" means the LottaRewards Affiliate Program; and

"tickets" means entries for various lotteries, lotto jackpot games, instant win games, scratchcards and any other games purchased from a Group Company or a Merchant as provided for herein.

Affiliate Membership and Commission (Structure and Payment):

1. The parties contract only on the basis of these Terms and Conditions, which shall prevail over any oral agreement entered into between them.

2. No act of relaxation, indulgence or grace shall in any way operate as or be deemed to be a waiver of any party's rights hereunder, unless specified in writing and agreed to by all involved parties.

3. The Member acknowledges that it has not been coerced into obtaining membership of the Affiliate Program by reason of any representations made by or on behalf of MRGO, its employees or any of its other duly authorised representatives or Merchants.

4. Membership of the program shall commence as soon as an applicant’s online or offline application form for membership has been approved by MRGO. This Agreement will accordingly take effect from the moment of approval of an applicant’s application and will have an indefinite duration, unless terminated as set out hereinunder.

Without limitation, approval of an applicant’s application shall be subject to the following:

4.3 Upon completion by an applicant of the online or offline application form for membership, a Member’s account will be automatically active once approved. We may re-evaluate or terminate a Member’s application at a later time in our sole discretion.

4.4 We may reject an applicant’s application in our sole discretion.

4.5 We may cancel an applicant’s application (or membership) if we determine, in our sole discretion, that an applicant’s site is unsuitable for our Affiliate Program.

4.6 A Member will be given access to a Tracking Link which must be placed on any website, e-mail or newsletter which is intended to be used by the Member to refer visitors to the Merchant's products and services.

4.7 An approved Member shall preserve the confidentiality of the Tracking Link and their Affiliate Program website access details, and shall not make the aforementioned available to any third party.

5. MRGO will, subsequent to approval of an applicant’s application, send an e-mail to the Member confirming their application. The Member will then be able to login to the member area of the Affiliate Program website using their personal account details and will be given access to download their choice of banner and text and referral links to be placed on the Member's website.

6. MRGO will track all sales* of the Merchant’s products and/or services that are generated by referrals from the Member's website and/ or other sources using the Tracking Link. That Member will earn a commission, in the currency that is used by customers referred by the Member.

In general, Members must note the following:

a) MRGO may offer tickets, products or services to players at a discounted rate from time to time. Where applicable, a Member's commission will be calculated on the discounted rate and not on the original price of that ticket, product or service;

b) Commission will not be paid on tickets purchased by Members personally or by a Member’s officers, directors, employees or shareholders;

c) Members may not register player accounts through their own affiliate account;

d) Products and/or services represented by MRGO may be cancelled at the sole discretion of a Merchant at any time and for any reason, including, but not limited to, sales arising from fraudulent credit card transactions. Commission will not be paid on any ticket, product or service sales which have been cancelled by the respective provider as aforesaid;

e) The final pay out of commission is subject to a formal audit and consequently the amount paid may vary from the figures viewed on a particular Affiliate Program website;

f) An inactive account is an affiliate account that has not met any one of the following minimum requirements within a rolling 3 (three) month consecutive period:

1.Generated 100 banner impressions; or

2.Generated 100 clicks on any form of tracking link (banner or contextual); or

3.Generated 1 (one) signup.

g) No commission will be payable after an account becomes an inactive account. An account can be reactivated if an affected Member fulfils one of the above requirements and thereafter requests reactivation with an affiliate manager. If the account is reactivated, commission becomes payable from the month in which reactivation took place. No commission will be retro-actively paid out for months during which the account was inactive and commission will not carry over when an account is inactive.

7. Commission due to a Member will be calculated at the end of every calendar month by MRGO. Payments will be made by bank transfer, Moneybookers transfer, Neteller transfer, EFT or Wire in either US Dollars, Euro or Pounds to the Member within 15 (fifteen) days after the last day of the calendar month during which sales were made.

8. MRGO will provide a Member with access to an online statement setting out the total number of sales, the rate of commission and the total commission earned for any given month. All information contained in a statement will be deemed to be correct unless written objection is received from the member within 14 (fourteen) days of the date of such statement.

9. Should a Member dispute any aspect of a statement or the amount of commission to be paid, such dispute will first be referred to dispute resolution, failing which, to arbitration (as set out hereinbelow).

10. Should commission earned for any given month not exceed the sum of £50, €75 or $90 (as applicable), depending on which currency is attracted by the Member, it will be carried over to the next month or until the total commission payable exceeds this amount.

Sub-Affiliate Program:

11. Any person or entity who is introduced to the Affiliate Program by a Member via the correct MRGO Sub-Affiliate tracking links will, pending their submission of an Affiliate application and Our subsequent approval of them as an Affiliate, be labelled as that Member’s Sub-Affiliate.

12. All Sub-Affiliates will be considered as regular Affiliates within the Affiliate Program in their own right and as such will operate under and subject to these Terms & Conditions. If a Sub-Affiliate is found to be in breach of this Agreement their membership of the Affiliate Program may be terminated by Us. If this occurs any Sub-affiliate commission due to the referring Member will no longer be paid and shall be forfeited to MRGO.

13. A Member may not refer themselves as a Sub-Affiliate nor other persons or entities that were registered as our Affiliates in the past or that are currently registered, and any such persons or entities will not be considered Sub-Affiliates under this Agreement. Furthermore, referred affiliates may in no way be related by means of a commercial enterprise to Affiliates that referred them.

14. Members will be rewarded for referring Sub-Affiliates. In addition to paying the Sub-Affiliate (as a regular Affiliate of the Affiliate Program) the applicable commissions , MRGO will also pay the referring Member an additional commission based on the commission earned by the Sub-Affiliate on all sales.

15. The commission referred to hereinabove at 15 will be 5% of the commission earned by the Sub-Affiliate on all of the Affiliate Program websites and will be calculated monthly. Commission figures will appear under the 'TOTAL INCOME FROM REFERRAL AFFILIATES' section of the general report at the beginning of each month for the previous month’s commission or any equivalent section within the Members’ area.

16. MRGO may withdraw this offer at any time and also to terminate any Sub-Affiliate agreement in accordance with the full MRGO Terms and Conditions published at the time. Should such a termination occur, the referring Member will be notified thereof on no less than 2 (two) calendar months’ notice.

Member's Obligations:

17. The Member will be responsible for setting up all links on their website(s), maintaining them and ensuring that they contain the Member's Tracking Link at all times. MRGO shall not be held responsible in any way for crediting a Member for any sales that are not tracked back to the Member's website(s) as a result of a defective Tracking Link.

18. Members agree that they will not utilise the Affiliate Program websites, the Merchants’ websites or any other component or service within the program to:

(a) upload, post, link to or otherwise transmit any content that is unlawful or illegal;

(c) upload, post, link to or otherwise transmit any content that constitutes harassment or hate speech, or which is invasive of the privacy of another;

(d) harm or unfairly target minors;

(e) stalk or harass third parties;

(f) impersonate MRGO or the Merchants’ brands, products and/or services or pass-off any service provided by MRGO or its represented brands, products and services as their own or otherwise misrepresent their association with the aforementioned parties;

(g) take any measures to disguise the origin of any content provided on the Affiliate Program websites, the Merchants’ websites represented by MRGO or the websites of any MRGO represented brands, services and/or products.

19. Members will be responsible for advertising and promoting the brands, services and products of the Merchants and represented by MRGO and more specifically for directing visitors to the website(s) or said brands, products and/or services.

20. All creative material used for any advertising, marketing or promotion purposes (“Marketing material/s”), whether online or offline, will be provided by MRGO and shall not be modified in any way without our prior written consent. Where a Member wishes to use alternative creative and/or marketing material, it must be approved by MRGO in writing prior to use and release. During the term of this Agreement, we grant you a terminable, non-exclusive, non-assignable, non-transferable right to use the Marketing materials for the sole purpose of fulfilling your obligations under this Agreement and in order to give effect hereto.

21. Marketing material may be placed on a Member's website(s) wherever he deems it most effective.

22. Members may use whatever online marketing tools are available to them, including Pay Per Click (PPC) and Search Engine Optimisation (SEO) but shall not do so using any of the Merchants’ brand terms or derivatives thereof. If an affiliate breaches this prohibition, MRGO shall not pay the Affiliate any commission on income derived therefrom.

23. Unsolicited commercial e-mail or unsolicited bulk e-mail campaigns (SPAM) and unsolicited mobile text messages (SMS) are strictly prohibited. If an affiliate breaches this prohibition, MRGO shall lock the Affiliate’s account and not pay the Affiliate any commission on income derived therefrom.

Affiliates may not:

(a) Register or use (other than as authorised by MRGO in writing) a website URL address from any domain or sub- domain owned or operated by MRGO, or any of the Merchants’ registered brands or any derivative thereof (including the regional language equivalents of the above domain). Unless otherwise agreed in writing by MRGO, any offending or contravening domains shall be transferred by the Affiliate to MRGO who shall pay the registrar's reasonable costs for such transfer but shall not pay any compensation of any nature whatsoever to such affiliate;

(b) Use a 'From' address from any domain or sub-domain owned or operated by MRGO, or any of the Merchants’ registered brands (including the regional language equivalents of the above domain);

(c) Purport in any other way to be a representative (either officially or unofficially) of any of the companies / entities licensed to operate or maintain any of the lottery products provided;

(d) Send of any email or SMS correspondence to third parties without the ability for the recipient thereof to unsubscribe from further correspondence. Unsubscribe procedures should be holistic and should eliminate the unsubscriber’s email address from the database on which they appeared.

MRGO's Obligations:

24. The Merchants undertake to fulfill all orders placed by visitors referred from a Member's website(s).

25. The Merchants will be responsible for all aspects of order processing including order, entry, payment, shipping, cancellation and related customer service.

26. MRGO will provide Members with all Marketing material needed to advertise and promote the Merchants’ products, brands and/or services in terms of the Affiliate Program.

27. MRGO may, in its sole discretion, assist Members with advertising and marketing strategies and provide any other reasonable assistance to Members to generate more referrals to the Merchants’ websites, including, the running of competitions, online promotion campaigns, print media campaigns and press releases.

Breach; Termination:

28. Without prejudice to any other rights a party may have in terms of this Agreement, should a party ("Defaulting Party") commit a breach of any of the terms or conditions of this Agreement and fail to remedy such breach (if capable of remedy) after receiving 14 (fourteen) Business Days written notice to do so from the other party (“Aggrieved Party”), the Aggrieved Party shall be entitled to:

28.1cancel / terminate this Agreement subject to Clause 29; or

28.2 claim the immediate payment and/or performance by the Defaulting Party of all of the Defaulting Party’s obligations whether or not the due date for payment and/or performance shall have arrived,

in either event, without prejudice to the Aggrieved Party’s rights to claim damages and/or any other rights that the Aggrieved Party may have in law. In the event of a breach occurring that is not capable of remedy, the Aggrieved Party may dispense with the aforegoing notice period and enforce its rights with immediate effect.

29. Notwithstanding the aforementioned, MRGO may terminate a Member’s membership of the Affiliate Program for convenience on 5 (five) business days’ written notice to the Member.

30. If a party commits a breach as set out hereinabove and the Aggrieved Party is required to consult with or instruct its attorneys in relation thereto, the Defaulting Party shall be responsible for payment of all of the Aggrieved Party's legal costs incurred on the scale of attorney and own client, as determined and prescribed, from time to time, by the Law Society of England and Wales.

31. Effect of Termination. Upon termination of this Agreement: (a) the Member shall stop promoting the MRGO.com website and the Merchants’ products, services and/ or brands; (b) all rights and licenses given to the Member under this Agreement will terminate immediately; (c) the Member shall return all confidential information and cease use of any of our Intellectual Property Rights and the Marketing materials; (d) We may leave open, redirect or deactivate any URL codes (provided to a Member exclusively under this Agreement) in our sole discretion without any obligation to pay that Member for new customers who subsequently become players; (e) provided that we have paid or do pay to a Member such sums as are due at the date of termination which shall be subject to any rights we have to make deductions hereunder, we will have no further liability to pay a Member any further sums; (f) as a result of a breach by you, we shall cease paying you any commissions; and (g) by us for convenience, we may continue to pay you commissions.

Dispute Resolution:

32. Prior to the initiation of formal arbitration procedures (as outlined hereinbelow), the parties shall, within 5 (five) business days after the arising of any dispute, first attempt in good faith to resolve any dispute arising out of or relating to this Agreement promptly and informally by reference to a joint committee comprised of a single designated representative of each party who shall have the authority of the party he represents to settle the dispute. Any party may give the other party written notice of any dispute not resolved in the normal course of business.

33. Should the designated representatives, within 5 (five) business days after the dispute has been referred to them, conclude in good faith that they are unable to settle the dispute or should either party have failed to appoint a designated representative on the written request of the other within 5 (five) business days after being requested to do so, then either party may refer the matter for arbitration in terms of the Arbitration provisions hereinbelow.

Arbitration:

34. Notwithstanding the Dispute Resolution provisions hereinabove, any dispute arising out of or in connection with this Agreement, including any question regarding its existence, validity or termination shall, at the request of any party, be referred to and finally resolved by binding arbitration conducted in accordance with the rules of the London Court of International Arbitration (“LCIA Rules”), which Rules are deemed to be incorporated by reference into this clause.

35. A dispute between the parties relating to any matter arising out of this Agreement (which the parties have been unable to resolve in terms of the Dispute Resolution provisions above) will be referred to arbitration, by any of the parties, by notifying the other party.

36. This provisions of this Arbitration clause shall not preclude either party from obtaining interim relief on an urgent basis from a court of competent jurisdiction pending the decision of the arbitrator.

37. The number of arbitrators shall be one (1), appointed by the LCIA.

38. The arbitration proceedings shall be held:

(a)in London, England in the English language; and

(b)immediately and with a view to it being completed within 30 (thirty) business days after it is demanded

39. The arbitrator for the arbitration proceedings will:

(a)if the matter in issue is primarily an accounting matter, be an independent auditor with at least 10 years’ experience, agreed upon by the Parties and, failing agreement, nominated by the chairperson for the time being of the Institute of Chartered Accountants in England and Wales; or

(b)if the matter in issue is primarily a technical matter, be a suitably qualified person agreed upon by the Parties and, failing agreement, nominated by the President for the time being of the Law Society of England and Wales (the “Law Society”); or

(c)any other matter, be a practising barrister or solicitor, admitted in accordance with the English law, with at least 10 years’ experience, agreed upon by the parties and, failing agreement, nominated by the President for the time being of the Law Society.

40. The Parties irrevocably agree that the decision of the arbitrator:

(a)shall be final and binding upon the parties;

(b)shall be carried into effect; and

(c)may be made an order of any court of competent jurisdiction.

41. The parties agree that it is an express obligation to keep the arbitration and all materials generated for the purpose of the arbitration confidential.

42. For the purposes of this Arbitration provision, and for the purposes of having any award made by the arbitrator being made an order of court, each of the parties submits itself to the exclusive jurisdiction of the Courts of England and Wales.

43. This clause is severable from the rest of this Agreement and therefore shall remain effective between the parties even if this Agreement is terminated.

Liabilities:

44. Limitation of Liability. Our (and our Merchants’) obligations under this Agreement do not constitute personal obligations of the represented brands, owners, directors, officers, employees, vendors, suppliers, ISPs, partners, affiliates and/or agents of the website or services or the MRGO.com website. Other than as expressly provided in this Agreement, in no event will We or the Merchants’ be liable for any direct, indirect, special, incidental, consequential or punitive loss, injury or damage of any kind (regardless of whether we have been advised of the possibility of such loss) including any loss of business, revenue, profits or data incurred or suffered by Members, visitors, users or any other persons resulting from the use or inability to use the MRGO or the Merchants’ web sites. Our (and the Merchants’) liability arising under this Agreement, whether in contract, delict (including negligence) or for breach of statutory duty or in any other way shall only be for direct damages and shall not exceed the revenues generated and payable to the aggrieved Member hereunder over the 12 (twelve) month period prior to the cause of action arising; however, nothing in this Agreement will operate to exclude or limit either party's liability for death or personal injury arising as a result of that party's gross negligence or for fraud.

45. Third Party Content. Neither MRGO nor the Merchants have control over third party content and features which can be accessed through the use of their web sites and neither party examines or edits such content and features or acts as an agent for third parties accessible through its web sites. As such and to the fullest possible extent permissible under law, MRGO and the Merchants, disclaim any liability whatsoever for any loss or damage arising from the use of third party web sites, contents and features, including but not limited to the Member's website(s).

46. Indemnification. Members agree to defend, indemnify and hold harmless MRGO, the Merchants, their officers, directors, employees, suppliers, ISPs, represented brands, partners, affiliates and agents from and against any and all claims, demands, liabilities, losses, damages, costs and expenses (including reasonable legal fees), action or application or other proceedings, including for attorneys’ fees and related costs made by a third party and arising out of or in connection with the third parties’ use of Merchants’ websites or for any other cause relating to the Affiliate Program and the Member's membership thereof.

47. No Warranties / Disclaimer. The MRGO website and the Merchants’ websites, including text, images, links, downloads and coding are provided “AS IS” and “AS AVAILABLE”. Neither We nor the Merchants make or give any warranties or representations (whether express or implied by law, statute or otherwise) with respect to the Affiliate Program, the Merchants’ websites, the MRGO.com website, or any content, products or services available therein or related thereto or that the Merchants’ websites or the MRGO.com website, systems, networks, software or hardware will be error-free or uninterrupted or with respect to the quality, merchantability, fitness for particular purpose or suitability of all or any of the aforegoing. Except as expressly stated otherwise in this Agreement, all warranties, representations and implied terms and conditions are hereby excluded to the fullest extent permitted by law.

Notices and Service Addresses:

48. The Member's address as specified in his online application form will be used for transmitting any notice, process and for any other purpose arising from the Member's membership.

50. The parties may from time to time, by written notice to the other, change their respective addresses, provided that they inform the other in writing of such change.

51. A notice which is delivered by hand during the normal business hours of the addressee at the addressee's address for the time being shall be presumed, unless the contrary is proved by the addressee, to have been received by the addressee at the time of delivery.

52. A notice which is posted by prepaid registered post to the addressee at the addressee's address for the time being shall be presumed, unless the contrary is proved by the addressee, to have been received by the addressee on the fourth day after posting or if the addressor is in another country, on the fourteenth day after posting.

53. A notice which is delivered by courier service, shall be deemed to have been duly received by the addressee on the 1st (first) business day following the date of such delivery by the courier service concerned.

54. A notice which is transmitted by facsimile or email, shall be deemed to have been received by the addressee 1 (one) business day after despatch.

55. Where any communication is required to be in writing, the term "writing" shall include electronic communications such as telefax and e-mail. Electronic communications shall, unless the contrary is proved by the addressee, be deemed to have been received by the addressee 48 hours after the time of transmission.

Monitoring and Interception of Data Messages:

56. In order to provide a relevant and secure service, and where required to do so under law, MRGO and the Merchants may monitor and/or intercept electronic communications such as e-mail which are sent to their respective websites. To the fullest extent necessary under law, the user / Member / Affiliate hereby acknowledges that he is aware of such potential monitoring and/or interception and consents thereto.

57. You acknowledge that MRGO and/ or the Merchants own all Intellectual Property Rights in and to their websites and any and all of the Marketing materials and the Affiliate Program website/s. All IPR in any third party materials shall belong to the third party owner thereof.

58. All the rights, including the Intellectual Property Rights (“the Rights”) arising out of this Agreement or created in the course of this Agreement, shall vest in and be owned by MRGO exclusively and shall vest in MRGO as soon as such Intellectual Property Rights come into existence. The Member shall enter into all agreements necessary to give effect to and/ or confirm such ownership, and shall ensure that any of its Sub-affiliates have similarly contracted in writing to ensure vesting of rights as necessary for this clause.

59. No one shall use any of the Rights without the express written consent of MRGO.

60. Nothing in this Agreement purports to grant a licence, provide any warranty or offer any indemnity in respect of any data that is not owned by MRGO, a Group Company or the Merchants. If you require access to any such data, you agree that you will give MRGO an opportunity to secure rights to the same and (if it becomes necessary to do so) you will pay the costs of securing a licence to the same from the relevant third party data owner or either party may terminate this Agreement immediately.

61. If a Member detects or suspects that any of MRGO or the Merchants’ copyrighted material and/or Rights is being infringed by a third party, that Member shall forthwith inform MRGO to enable MRGO and/ or the Merchants to enforce and protect such rights being violated and/or infringed.

62. Each party shall immediately notify the other party if any claim or demand is made or action brought against it for any infringement or alleged infringement of any IPR which may affect the supply or use of the Affiliate Program links.

Privacy Policy :

63. Further information regarding the manner in which MRGO respects the privacy of Affiliates’ and/or Members’ and/or visitors’ personal information is contained in MRGO's Privacy Policy.

Confidentiality and Confidential Information:

64. MRGO undertakes to keep confidential Affiliate’s access details, Affiliates’ personal, referral, and/or earnings data, and Affiliates’ activities, and will not use this information other than is reasonably required by MRGO to give effect to its obligations under this Agreement or by law. Affiliates may receive confidential information from MRGO and/ or the Merchants, including marketing plans, marketing concepts, structure and payments. This information is confidential and constitutes Our and the Merchants’ proprietary trade secrets. Affiliates shall not disclose this information, without Our express prior written consent, to third parties or use such information other than for the purposes of this Agreement, unless and to the extent expressly required by law.

Miscellaneous:

65. Each party warrants to the other party that it has the power, authority and legal right to sign and perform in terms of this Agreement and that this Agreement has been duly authorised by all necessary actions of its directors and constitutes valid and binding obligations on it in accordance with the terms of this Agreement.

66. This Agreement constitutes the whole of this Agreement between the parties hereto relating to the matters dealt with herein and, save to the extent otherwise provided herein, no undertaking, representation, term or condition relating to the subject matter of this Agreement not incorporated in this Agreement, shall be binding on any of the parties.

67. No variation, addition, deletion, or agreed cancellation will be of any force or effect unless in writing and signed by or on behalf of MRGO. In amplification hereof, MRGO is entitled to amend and/or modify these Terms and Conditions at any time, and to do so in its absolute and sole discretion, by either (i) emailing you a change notice or (ii) by posting the new version of the Agreement on our Website. It is your responsibility to visit the Website frequently to ensure you are up to date with the latest version of the Agreement and its provisions. If such modification is unacceptable to an Affiliate, the Affiliate has the right to terminate further participation in the Affiliate program and request the closing of their Affiliate account. Your continued participation in the Affiliate Program following such a change notice shall be deemed binding acceptance of the modification.

68. Failure or delay on the part of any party hereto in exercising any right, power or privilege hereunder will constitute or be deemed to be a waiver thereof, nor will any single or partial exercise of any right, power or privilege preclude any other or further exercise thereof or the exercise of any other right, power or privilege.

69. Save as otherwise herein provided, neither this Agreement nor any part, share or interest therein nor any of the Member’s rights or obligations hereunder may be ceded, assigned, or otherwise transferred without the prior written consent of MRGO.

70. Any consent or approval required to be given by any party in terms of this Agreement will, unless specifically otherwise stated, not be unreasonably withheld.

71. Each party agrees that, in its respective dealings with the other party under or in connection with this Agreement, it shall act in good faith.

72. There is no relationship of exclusivity, partnership, joint venture, employment, agency or franchise between the parties under this Agreement. Neither party has the authority to bind the other (including the making of any representation or warranty, the assumption of any obligation or liability and/or the exercise of any right or power), except as expressly provided in this Agreement.

73. The Member understands that We may at any time (directly or indirectly), enter into marketing terms with other Affiliates on the same or different terms as those provided to the Member in this Agreement and that such Affiliates may be similar, and even competitive, to the said Member. The Member acknowledges that We may re-direct traffic and users from the MRGO.com website or the Merchants’ websites to any other online site that We deem appropriate in our sole discretion, without any compensation being due to the affected Member.

74. The Member may not issue any press / media release or other communication to the public with respect to this Agreement or his/her participation in this Affiliate Program without Our prior written consent, except as required by law or by any legal or regulatory authority.

75. Whenever possible, each provision of this Agreement will be interpreted in such a manner as to be effective and valid under applicable law but, if any provision of this Agreement is held to be invalid, illegal or unenforceable in any respect, such provision will be ineffective only to the extent of such invalidity, or unenforceability, without invalidating the remainder of this Agreement or any other provision hereof.

76. Except insofar as this Agreement expressly provides that a third party may in their own right enforce a term of this Agreement, a person who is not a party to this Agreement has no right under local law or statute to rely upon or enforce any term of this Agreement but this does not affect any right or remedy of a third party which exists or is available apart from under that local law or statute. Notwithstanding the aforegoing, nothing contained herein shall deprive the Merchants of or diminish the rights of the Merchants’ to enforce any rights against a Member directly.

77. Any termination of this Agreement shall be without prejudice to the rights of the terminating party against the other party in respect of anything owing, done or omitted hereunder prior to such termination.

78. Reference in this Agreement to any one gender includes the other two genders.

79. Force Majeure: Neither party shall be in breach of this Agreement nor liable for delay in performing, or failure to perform, any of its obligations under this Agreement if such delay or failure results from events, circumstances or causes beyond its reasonable control, and in such circumstances the affected party shall be entitled to a reasonable extension of the time for performing such obligations, provided that if the period of delay or non-performance continues for 15 (fifteen) Business Days, the party not affected may terminate this Agreement immediately by giving notice to other party.

80. Each Party warrants that it/she has taken independent legal advice in relation to the entering into of this Agreement.

Governing Law:

81. The validity, construction and performance of these Terms and Conditions will be governed by and construed in accordance with the laws of England and Wales, without regards to the conflict of laws thereof.

82. The parties hereby consent and submit to the exclusive jurisdiction of the Courts of England and Wales in any dispute arising from or in connection with this Agreement or its enforceability. The Member accordingly waives any objection to proceedings in such courts on the grounds of venue or on the grounds that proceedings have been brought in an inconvenient forum.